AMENDMENT NO. 4 TO SECURITIES PURCHASE AGREEMENT

EXHIBIT 4.10
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AMENDMENT NO. 4
TO
SECURITIES PURCHASE AGREEMENT

This Amendment No. 4 to Securities Purchase Agreement (this "AMENDMENT")
dated as of November 19, 1998 is entered into by and among the New Subsidiary
(as defined below) and each of the Holders of Notes issued under the Securities
Purchase Agreement dated as of July 11, 1997 (the "SECURITIES PURCHASE
AGREEMENT") by and among FirstAmerica Automotive, Inc., a Delaware corporation
(the "COMPANY"), the Guarantors (as defined therein) and the purchasers listed
on the signature pages thereto, as amended.

WHEREAS, the parties hereto desire to add the New Subsidiary (as defined
below) as a party to the Securities Purchase Agreement, in the capacity as a
Guarantor.

NOW, THEREFORE, in consideration of the foregoing, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

Section 1. Definitions. For all purposes of this Amendment:
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(a) Capitalized terms used but not defined herein shall have the respective
meanings assigned to such terms in the Securities Purchase Agreement; and

(b) The terms "hereby," "hereto," "hereof" and "herewith" and other words
of similar import refer to this Amendment.

Section 2. New Subsidiary Guarantor.
------------------------

(a) In accordance with the provisions of Section 10.3 of the Securities
Purchase Agreement, FAA Woodland Hills VW, Inc., a California corporation (the
"New Subsidiary"), is hereby joined as a party to the Securities Purchase
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Agreement and agrees that by its execution hereof (i) it shall be deemed to have
executed the Securities Purchase Agreement, and is a Guarantor thereunder for
all purposes thereof, (ii) it hereby makes the Subsidiary Guaranty contained in
the Securities Purchase Agreement, and undertakes, covenants and agrees to all
of the obligations, agreements, waivers and other provisions under the
Securities Purchase Agreement as a Guarantor thereunder and (iii) it hereby
affirms and makes all of the representations and warranties made by each
Guarantor under the Securities Purchase Agreement. All references in the
Securities Purchase Agreement and in the Notes to a Guarantor shall hereafter
include the New Subsidiary.

(b) For value received, the New Subsidiary hereby unconditionally
guarantees to the Holders of the Notes (i) the due and punctual payment, on the
basis set forth in the Securities Purchase Agreement pursuant to which the Notes
and this guaranty were issued, of the principal of, premium (if any) and
interest on such Notes when and as the same shall become due and

payable for any reason according to the terms of such Notes and Section 10 of
the Securities Purchase Agreement, and (ii) that all other obligations of the
Company under the Securities Purchase Agreement or the Notes will be promptly
paid in full or performed in accordance with the terms of the Securities
Purchase Agreement and the Notes.

(c) Each of the Company and each of its Subsidiaries (including without
limitation the New Subsidiary) hereby acknowledges that its execution of this
Amendment satisfies the requirements of and constitutes compliance with the
terms of Section 10 of the Securities Purchase Agreement (including without
limitation Section 10.3 thereof).

(d) Each of the Company and each of its Subsidiaries (including without
limitation the New Subsidiary) hereby represents and warrants to the Holders
that this Amendment has been duly authorized, executed and delivered, by it and
constitutes its legal, valid and binding obligation, enforceable against it in
accordance with its terms.

Section 3. Miscellaneous.
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(a) THIS AMENDMENT AND ALL ISSUES HEREUNDER SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF CALIFORNIA
(WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAW).

(b) Upon the execution and delivery of this Amendment, the Securities
Purchase Agreement shall be amended in accordance herewith and this Amendment
shall form a part of the Securities Purchase Agreement for all purposes, and the
parties hereto and every Holder shall be bound by the Securities Purchase
Agreement, as so amended.

(c) This Amendment may be executed in as many counterparts as may be deemed
necessary and convenient, and by the different parties hereto on separate
counterparts each of which, when so executed, shall be deemed an original, but
all such counterparts shall constitute one and the same instrument.

(d) The Section headings of this Amendment are for convenience of reference
only and shall not be deemed to modify, explain, restrict, alter or affect the
meaning or interpretation of any provision hereof.

[Signatures Follow]

IN WITNESS WHEREOF, this Amendment has been duly executed by the parties
set forth below as of the date first written above.

Company:

FIRSTAMERICA AUTOMOTIVE, INC.

By: /s/ Xxxxxx X. Price
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Name: Xxxxxx X. Price
--------------------------
Title: President
--------------------------

Guarantors:
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FAA SAN BRUNO, INC. FAA STEVENS CREEK, INC.

By: /s/ Xxxxxx X. Price By: /s/ Xxxxxx X. Price
----------------------------- -----------------------------
Name: Xxxxxx X. Price Name: Xxxxxx X. Price
-------------------------- --------------------------
Title: President Title: President
-------------------------- --------------------------

SMART NISSAN, INC. FAA DEALER SERVICES, INC.

TRANSCAR LEASING, INC. FAA CONCORD H, INC.

FAA CONCORD N, INC. FAA CONCORD T, INC.

FAA POWAY T, INC. FAA POWAY T, INC.

FAA POWAY H, INC. FAA DUBLIN VWD, INC.

FAA DUBLIN N, INC. FAA SERRAMONTE H, INC.

FAA SERRAMONTE L, INC. FAA SERRAMONTE, INC.

FAA XXXXXXX HILLS, INC. FAA AUTO FACTORY, INC.

FAA CAPITOL N, INC. FAA WOODLAND HILLS VW, INC.

Holders:
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TCW/CRESCENT MEZZANINE PARTNERS, L.P.
TCW/CRESCENT MEZZANINE TRUST
TCW/CRESCENT MEZZANINE
INVESTMENT PARTNERS, L.P.

By: TCW/CRESCENT MEZZANINE, L.L.C.,
its general partner or managing owner

By: /s/ Xxxx X. Xxxxxxx
---------------------------------
Name: Xxxx X. Xxxxxxx
-------------------------------
Title: Managing Director
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TCW LEVERAGED INCOME TRUST, L.P.

By: TCW ADVISORS (BERMUDA) LIMITED,
as General Partner

By: /s/ Xxxxxx X. Xxxxx
---------------------------------
Name: Xxxxxx X. Xxxxx
-------------------------------
Title: Group Managing Director
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By: TCW INVESTMENT MANAGEMENT COMPANY,
as Investment Advisor

By: /s/ Xxxx X. Xxxxxxx
---------------------------------
Name: Xxxx X. Xxxxxxx
-------------------------------
Title: Managing Director
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TCW LEVERAGED INCOME TRUST II, L.P.

By: TCW (XXXX XX), L.P.,
as General Partner

By: TCW ADVISORS (BERMUDA) LIMITED,
as General Partner

By: /s/ Xxxxxx X. Xxxxx
---------------------------------
Name: Xxxxxx X. Xxxxx
-------------------------------
Title: Group Managing Director
------------------------------

By: TCW INVESTMENT MANAGEMENT COMPANY,
as Investment Advisor

By: /s/ Xxxx X. Xxxxxxx
---------------------------------
Name: Xxxx X. Xxxxxxx
-------------------------------
Title: Managing Director
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CRESCENT/MACH I PARTNERS, L.P.

By: TCW ASSET MANAGEMENT COMPANY,
as investment manager and attorney-in-fact

By: /s/ Xxxxxx X. Xxxxx
---------------------------------
Name: Xxxxxx X. Xxxxx
-------------------------------
Title: Group Managing Director
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By: /s/ Xxxx X. Xxxxxxx
---------------------------------
Name: Xxxx X. Xxxxxxx
-------------------------------
Title: Managing Director
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TCW SHARED OPPORTUNITY FUND II, L.P.

By: TCW INVESTMENT MANAGEMENT COMPANY,
its Investment Advisor

By: /s/ Xxxxxx X. Xxxxx
---------------------------------
Name: Xxxxxx X. Xxxxx
-------------------------------
Title: Group Managing Director
------------------------------

By: /s/ Xxxx X. Xxxxxxx
---------------------------------
Name: Xxxx X. Xxxxxxx
-------------------------------
Title: Managing Director
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AMENDMENT NO. 4 TO SECURITIES PURCHASE AGREEMENT

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